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Canada Jetlines Ltd. Management Discussion & Analysis for The Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020 GENERAL This Management Discussion & Analysis (“MD&A”) is intended to supplement and complement the condensed interim consolidated financial statements and accompanying notes of Canada Jetlines Ltd. (the “Company” or “Jetlines”) for the three month period ended March 31, 2020. The information provided herein should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2019 and the accompanying notes thereto. All dollar figures presented are expressed in Canadian dollars unless otherwise noted. Financial statements and summary information derived therefrom are prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting. Management is responsible for the preparation and integrity of the financial statements and MD&A, including the maintenance of appropriate information systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company’s Board of Directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders. The Board’s audit committee meets with management quarterly to review the financial statements including the MD&A and to discuss other financial, operating and internal control matters. The reader is encouraged to review the Company’s statutory filings on www.sedar.com. FORWARD LOOKING STATEMENTS This MD&A contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable securities laws. These forward-looking statements relate to future events or the future performance of the Company. All statements other than statements of historical fact may be forward- looking statements. In some cases, forward-looking statements can be identified by terminology such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, or the negative of these terms or other comparable terminology. These forward-looking statements are only predictions. Actual events or results may differ materially. In addition, this MD&A may contain forward-looking statements attributed to third party industry sources. Undue reliance should not be placed on these forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward- looking statements involve numerous assumptions and known and unknown risks and uncertainties, both general and specific, which contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. Forward-looking statements in this MD&A speak only as of the date of this MD&A. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: expectations as to future operations of the Company; the Company’s anticipated financial performance; future development and growth prospects; expected general and administrative costs, costs of services and other costs and expenses; expected revenues; ability to meet current and future obligations; ability to close the Transaction (defined below); ability to obtain financing on acceptable terms or at all; and the Company’s business model and strategy. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company cannot guarantee future results, levels of activity, performance or achievements. Neither the Company nor any other person assumes responsibility for the outcome of the forward-looking statements. 1 Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020 Many of the risks and other factors are beyond the control of the Company, which could cause results to differ materially from those expressed in the forward-looking statements contained in this MD&A. The risks and other factors include, but are not limited to: failure of the Company to complete the Transaction; the availability of financial resources to fund the Company’s expenditures; competition for, among other things, capital reserves and skilled personnel; protection of intellectual property; the impact of competition and the competitive response to the Company’s business strategy; third party performance of obligations under contractual arrangements; prevailing regulatory, tax and other applicable laws and regulations; stock market volatility and market valuations; uncertainty in global financial markets; the impact of COVID-19 on global economic conditions; the successful negotiation of the sale and leaseback of aircrafts; the completion of the financing necessary to commence airline operations; and the other factors described under the heading “Risk Factors” in this MD&A. These factors should not be considered exhaustive. With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things: the impact of increasing competition; conditions in general economic and financial markets; current technology; cash flow; future exchange rates; timing and amount of capital expenditures; effects of regulation by governmental agencies; future operating costs; and the Company’s ability to obtain financing on acceptable terms. Readers are cautioned that the foregoing list of factors is not exhaustive and that additional information on these and other factors that could affect the Company’s operations or financial results is discussed in this MD&A. The above summary of assumptions and risks related to forward- looking statements is included in this MD&A in order to provide readers with a more complete perspective on the future operations of the Company. Readers are cautioned that this information may not be appropriate for other purposes. The forward-looking statements contained in this MD&A are expressly qualified by this cautionary statement. The Company is not under any duty to update or revise any of the forward-looking statements except as expressly required by applicable securities laws. DESCRIPTION OF BUSINESS The Company was incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. The Company’s principal business activity is the start-up of an ultra-low cost carrier (“ULCC”) scheduled airline service. The Company’s shares trade on the TSX Venture Exchange (the “Exchange”) under the symbol “JET”. The Company is currently in the pre-operating stage and its business plan was to launch an airline in Canada that applies ULCC operating principles. Jetlines has been pursuing the launch of an ULCC scheduled airline based in Canada. Due to various market factors, Jetlines needed to evaluate strategic alternatives. The proposed transaction with Global Crossing Airlines, Inc. (“GLOBALX”) presented such an alternative. Refer to “Outlook” and “Proposed Transaction” below for further details. OUTLOOK On October 28, 2019, the Company announced that it had not satisfied the financing condition to secure $40 million in additional financing. As a result, SmartLynx Airlines SIA (“SmartLynx”) and InHarv ULCC Growth Fund (“InHarv”) exercised their rights to terminate their investment commitments. The Company’s previously announced launch date of December 17, 2019 has been postponed. No further launch date will be announced until funding is secured. In order to conserve cash, the Company reduced its workforce to a core team who are focused on evaluating and advancing strategic alternatives to generate value for the Company. The Company intends to rehire employees once sufficient funding has been secured. Most contracts signed for airline systems have been put on hold or terminated, with the intention to re-start them or enter into new agreements once financing is secured and the airline is ready to launch. Similarly, all the manuals that have been submitted to Transport Canada in order to obtain the Airline Operators Certificate will be kept and updated as required. 2 Canada Jetlines Ltd. Management Discussion & Analysis For the Three Month Period Ended March 31, 2020 Date Prepared: May 25, 2020 During the three month period ended March 31, 2020, the Company entered into a definitive agreement with GLOBALX with respect to a business combination of the Company and GLOBALX (the “Transaction”) and a loan agreement with respect to GLOBALX providing the Company with a secured bridge loan. The Company is presently focused on completing the Transaction. GLOBALX is a Delaware corporation in the pre-revenue stage with its head office located at Miami International Airport. GLOBALX plans to operate a US 121 charter airline using the Airbus A320-200 aircraft. GLOBALX’s business model includes the intention to provide ACMI and wet lease contracts to airlines operating within and to the United States and develop aircraft interchange with leading European charter/tour operators. GLOBALX is currently in regulatory certification and is led by an operating team with a combined 140 years’ experience – including the former head of maintenance
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